-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EoCla7LiACO84tzPYVYEmzd7Mz7N9+QqwXZ/mgDAipfXY6TAHbYRMs6CwcirPTVw YfToHJf+otN57KAhd1hy0Q== 0000950142-06-001743.txt : 20060921 0000950142-06-001743.hdr.sgml : 20060921 20060921153327 ACCESSION NUMBER: 0000950142-06-001743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060921 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060921 DATE AS OF CHANGE: 20060921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23264 FILM NUMBER: 061102158 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 form8k_092106.txt CURRENT REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2006 EMMIS COMMUNICATIONS CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) INDIANA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-23264 35-1542018 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) ONE EMMIS PLAZA, 40 MONUMENT CIRCLE, SUITE 700, INDIANAPOLIS, INDIANA 46204 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 317-266-0100 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ 1 ITEM 8.01 OTHER EVENTS On September 21, 2006, Emmis Communications Corporation issued the Press Release attached hereto as Exhibit 99.1, which is incorporated by reference into this filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press release dated September 21, 2006. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. EMMIS COMMUNICATIONS CORPORATION Date: September 21, 2006 By: /s/ J. Scott Enright ---------------------------------------- J. Scott Enright, Senior Vice President, Associate General Counsel and Secretary 3 EX-99 2 ex99-1form8k_092106.txt EXHIBIT 99.1 EXHIBIT 99.1 [GRAPHIC OMITTED] [LOGO - EMMIS COMMUNICATIONS] ================================================================================ For Immediate Release Contacts: Thursday, September 21, 2006 Patrick Walsh, EVP & CFO Kate Snedeker, Media Contact 317.266.0100 EMMIS ANNOUNCES CASH TENDER OFFER AND CONSENT SOLICITATION FOR OUTSTANDING 6-7/8% SENIOR SUBORDINATED NOTES DUE 2012 ================================================================================ INDIANAPOLIS, SEPT. 21, 2006 - Emmis Communications Corporation (NASDAQ: EMMS) announced today that its subsidiary, Emmis Operating Company (the "Company"), has commenced an offer to purchase, at par value, all of the outstanding 6-7/8% Senior Subordinated Notes due 2012 (the "Notes") pursuant to an asset sale offer required under the indenture for a portion of the Notes and a tender offer for the balance of the Notes that is combined with a consent solicitation. The Company is offering to purchase for $1,000 in cash per $1,000 principal amount of Notes (the "Asset Sale Offer") up to $339.6 million in aggregate principal amount of the outstanding Notes pursuant to the "Asset Sales" provisions of the indenture for the Notes. In addition, the Company is offering to purchase for $1,000 in cash per $1,000 principal amount of Notes the remaining $35.4 million in aggregate principal amount of the outstanding Notes in a separate tender offer (the "Tender Offer," and together with the Asset Sale Offer, the "Offers"). In connection with the Tender Offer, the Company is soliciting consents (the "Consent Solicitation") from holders of the Notes to certain proposed amendments to the Indenture, which would eliminate substantially all of the restrictive covenants and certain events of default. Holders who tender Notes in the Asset Sale Offer will be deemed to have tendered such Notes in the Tender Offer as well, unless such holders affirmatively elect otherwise, in which case such tenders will be subject to proration. The Asset Sale Offer is subject to customary conditions, but there is no condition that any minimum amount of Notes be tendered in the Asset Sale Offer. The Tender Offer and the Consent Solicitation are subject to customary conditions, but also are conditioned on receipt of consents from holders of a majority in principal amount of the outstanding Notes and the Company having sufficient funds available to complete the Tender Offer. Holders who tender Notes in both the Asset Sale Offer and the Tender Offer will be deemed to have delivered consents with respect to all such Notes. Holders may not deliver consents without tendering Notes in the Tender Offer, and may not tender Notes into the Tender Offer without tendering such Notes in the Asset Sale Offer. A holder may not validly revoke a consent unless such holder validly withdraws such holder's previously tendered Notes in the Tender Offer. The Asset Sale Offer, the Tender Offer and the Consent Solicitation will expire at 12:00 midnight, New York City time, on October 19, 2006, unless extended or earlier terminated (the "Expiration Date"). Holders whose Notes are validly tendered will, if their Notes are accepted for payment, receive accrued and unpaid interest up to, but not including, the payment date. The Offers are being made upon the terms and conditions set forth in the Notice of Offer to Purchase and Consent Solicitation Statement dated September 21, 2006 (the "Statement"). Copies of the Statement, including the related letter of transmittal, can be obtained by contacting Georgeson Shareholder Communications Inc., the information agent, at (866) 628-6045 or (212) 440-9800. Banc of America Securities LLC and Deutsche Bank Securities are the dealer managers for the Offers. Questions regarding the Offers can be addressed to Banc of America Securities LLC at (888) 292-0070 or (704) 387-4206 and Deutsche Bank Securities at (800) 553-2826 or (212) 250-7772. This press release does not constitute an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to the Notes. The Offers and Consent Solicitation are being made solely by the Statement. EMMIS COMMUNICATIONS -- GREAT MEDIA, GREAT PEOPLE, GREAT SERVICE(R) - ------------------------------------------------------------------- Emmis is an Indianapolis-based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis owns 21 FM and 2 AM domestic radio stations serving the nation's largest markets of New York, Los Angeles and Chicago, as well as St. Louis, Austin, Indianapolis and Terre Haute, Ind. Emmis owns a radio network, international radio stations, regional and specialty magazines, an interactive business and ancillary businesses in broadcast sales. In May 2005, Emmis announced its intent to seek strategic alternatives for its 16 television stations, and has sold 14 of them. On Sept. 18, 2006 the Company announced its intent to declare a special cash dividend of $4 per share payable pro rata to all holders of the Company's common stock subject to certain conditions. Note: Certain statements included in this release which are not statements of historical fact, including but not limited to those identified with the words "expect," "will" or "look" are intended to be, and are, by this Note, identified as "forward-looking statements," as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Emmis to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others: o material adverse changes in economic conditions in the markets of Emmis; o the ability of Emmis' stations and magazines to attract and retain advertisers; o loss of key personnel; o the ability of Emmis' stations to attract quality programming and its magazines to attract good editors, writers and photographers; o uncertainty as to the ability of Emmis' stations to increase or sustain audience share for their programs and Emmis' magazines to increase or sustain subscriber demand; o competition from other media and the impact of significant competition for advertising revenues from other media; o future regulatory actions and conditions in the operating areas of Emmis; o the necessity for additional capital expenditures and whether Emmis' programming and other expenses increase at a rate faster than expected; o increasingly hostile reaction of various individuals and groups, including the government, to certain content broadcast on radio and television stations in the United States; o financial community and rating agency perceptions of Emmis' business, operations and financial condition and the industry in which it operates; o the effects of terrorist attacks, political instability, war and other significant events; o rapid changes in technology and standards in Emmis' industry; o whether pending transactions, if any, or any of the transactions described above are completed on the terms and at the times set forth, if at all; and o other risks and uncertainties inherent in the radio broadcasting and magazine publishing businesses. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----